XWELL Seeks Director Re-election, Auditor Ratification at Annual Meeting

TL;DR

XWEL board up for vote, auditor ratification expected. Hold tight, no major surprises.

AI Summary

XWELL, Inc. (XWEL) filed a DEFA14A on August 11, 2025, detailing its 2025 Annual Meeting of Stockholders. Key proposals include the election of three Class II directors: Ms. Michelle Peluso, Mr. David M. Rone, and Mr. David M. Rone, each for a three-year term. Stockholders will also vote on the ratification of the appointment of PricewaterhouseCoopers LLP as XWELL's independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing also outlines executive compensation details and other corporate governance matters to be presented at the meeting.

Why It Matters

Investors should monitor the director elections as they signal continuity or potential shifts in board strategy. The ratification of the auditor is a routine but important vote for financial oversight and investor confidence.

Risk Assessment

Risk Level: low — The DEFA14A filing appears routine, with standard proposals for director elections and auditor ratification. There are no indications of significant shareholder activism, unusual compensation changes, or contentious governance issues that would elevate the risk profile.

Analyst Insight

Investors should review the director nominees' backgrounds and the rationale for auditor ratification. While likely a routine vote, understanding the board's composition is crucial for long-term investment thesis.

Key Players & Entities

• XWELL, Inc. (company) — Company filing DEFA14A
• XWEL (company) — Ticker symbol for XWELL, Inc.
• 2025 Annual Meeting of Stockholders (event) — Meeting for which DEFA14A was filed
• Michelle Peluso (person) — Nominee for Class II Director
• David M. Rone (person) — Nominee for Class II Director
• PricewaterhouseCoopers LLP (company) — Proposed independent registered public accounting firm
• December 31, 2025 (date) — Fiscal year-end for auditor ratification

FAQ

Regulatory Implications

The DEFA14A filing ensures XWELL's compliance with SEC regulations regarding shareholder communication for annual meetings, detailing proposals such as director elections and auditor ratification. Adherence to these disclosure requirements is mandatory, and any non-compliance could lead to regulatory scrutiny and potential penalties. The ratification of PricewaterhouseCoopers LLP is also a key regulatory compliance step, ensuring an independent audit of the company's financials for the fiscal year ending December 31, 2025.

What Investors Should Do

1. Review the qualifications and backgrounds of Ms. Michelle Peluso, Mr. David M. Rone, and Mr. David M. Rone prior to the 2025 Annual Meeting to make an informed decision on their election as Class II directors for a three-year term, as their expertise will influence XWELL's governance.
2. Consider the implications of ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, as this appointment is crucial for ensuring the accuracy and credibility of XWELL's financial reporting.

Key Dates

• 2025-08-11: XWELL, Inc. (XWEL) filed a DEFA14A — This filing details the proposals for the 2025 Annual Meeting of Stockholders, including the election of three Class II directors and the ratification of the independent auditor, providing crucial information for investor voting decisions.

Glossary

DEFA14A

Definitive Additional Materials for a Proxy Statement. This filing provides additional information or amendments to a previously filed preliminary or definitive proxy statement (DEF 14A), informing shareholders about matters to be voted on at an upcoming meeting. (This specific DEFA14A filing outlines the agenda and proposals for XWELL's 2025 Annual Meeting, including director elections and auditor ratification, which are key corporate governance decisions for investors.)

Class II directors

Directors whose terms expire at the second annual meeting following their election. This is part of a classified board structure, where directors are divided into classes with staggered terms, ensuring continuity but potentially limiting immediate shareholder influence. (Stockholders are voting on the election of three Class II directors (Ms. Michelle Peluso, Mr. David M. Rone, and Mr. David M. Rone) for a three-year term, which will impact the board's composition and strategic direction for the coming years.)

Independent registered public accounting firm

An accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) that provides audit services to public companies, maintaining independence from the company it audits to ensure objectivity and credibility in financial reporting. (Stockholders are asked to ratify the appointment of PricewaterhouseCoopers LLP as XWELL's independent registered public accounting firm for the fiscal year ending December 31, 2025, a critical decision for the integrity and reliability of the company's financial statements.)

Key Financial Figures

• $1 — intain a minimum bid price per share of $1.00, we have in the recent past been non
• $1.00 — e did not meet the minimum bid price of $1.00 per share required for continued listin
• $0.01 — e Common Stock will remain unchanged at $0.01 per share after the Reverse Stock Split
• $5.00 — e would be proportionately increased to $5.00 per share. As of the Record Date, ther
• $1.6592 — at a weighted average exercise price of $1.6592 per share. If the Reverse Stock Split i

Filing Documents

• tm2521812d5_defa14a.htm (DEFA14A) — 67KB
• 0001104659-25-076152.txt ( ) — 69KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 XWELL, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16, 2025 EXPLANATORY NOTE On August 8, 2025, XWELL, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (as supplemented by supplement to the definitive proxy statement filed on August 8, 2025, the “Proxy Statement”) relating to the Company’s Annual Meeting of Stockholders (the “Special Meeting”) to be held on September 16, 2025 at 10:00 a.m. This supplement (the “Supplement”) is being filed to correct language as related to the proposed reverse stock split of the Company due to inadvertent errors with the Company’s financial printer. Capitalized terms used in this Supplement without definition have the same meanings as set forth in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement. Except as specifically amended or supplemented by the information contained herein, this Supplement does not otherwise modify, amend or supplement the Proxy Statement, and the information contained in the Proxy Statement should be considered in voting your shares. From and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed references to the Proxy Statement as supplemented hereby. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. *** The following text replaces, in its entirety, the text on beginning on page 4 of the Proxy Statement appearing below “ What Vote is Required to Approve Each Proposal and How are Votes Counted?” Why Are We Electing to Effect the Reverse Stock Split and How Will the Reverse Stock Split be Effected? While we are now in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) of the Nasdaq Capital Market (“Nasdaq”) which requires us to maintain a minimum bid price per share of $1.00, we have in the recent past been non-compliant with the Rule. For example, on May 13, 2025, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of our Common Stock for the 30 consecutive business days between March 31, 2025, to May 12, 2025, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to the Minimum Bid Price Requirement. To maintain our listing on Nasdaq and compliance with the continued listing requirements of Nasdaq, our Board has unanimously adopted a resolution declaring advisable, and recommending to our stockholders for their approval, the Reverse Stock Split Amendment authorizing the Reverse Stock Split, and granting the Board the discretion to file the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware effecting the Reverse Stock Split prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Annual Meeting or to abandon the Reverse Stock Split altogether. The form of the proposed Reverse Stock Split Amendment is attached to this Proxy Statement as Annex C . The Reverse Stock Split Amendment will effect the Reverse Stock Split by reducing the number of outstanding shares of Common Stock as compared to the number of outstanding shares immediately prior to the effectiveness of the Reverse Stock Split, but will not increase the par value of Common Stock, and will not change the number of authorized shares of our capital stock. Stockholders are urged to carefully read Annex C . If implemented, the number of shares of our Common Stock owned by each of our stockholders will be reduced by the same proportion as the reduction in the total number of shares of our Common Stock outstanding, so that the percentage of our outstanding Common Stock owned by each of

View Full Filing

View this DEFA14A filing on SEC EDGAR